Rick A. Werner

Profile

Rick A. Werner is the Co-Chair of the firm’s Capital Markets and Securities Practice Group and the Chair of the firm’s Israel Practice Group. Rick represents issuers and investors in a wide range of corporate transactions that includes securities offerings, venture capital financings and other forms of private equity investment, mergers and acquisitions, joint ventures, recapitalizations and spin-outs. Rick also advises clients on general corporate, securities compliance and reporting matters. 


Rick's experience with public and private securities offerings includes initial and secondary offerings of equity and convertible securities, Rule 144A offerings, rights offerings and shelf registrations. He represents buyers and sellers in mergers, tender offers and asset and stock transactions. Rick also works on alternative financing transactions such as reverse-mergers, registered direct offerings and private investments in public equity (PIPEs). He has substantial experience with investment funds, and regularly advises hedge funds, venture capital funds, industry sector funds and arbitrage funds on matters ranging from fund formation, organizational structuring, and regulatory compliance to individual transaction representation, restructurings and asset management. 

Professional and Community Activities

  • American Bar Association  
  • The Association of the Bar of the City of New York

Selected Client Representations

  • Represented an Israel-based medical device company in: a $25 million underwritten public offering and NYSE MKT listing; a reverse merger and concurrent $11 million PIPE financing; an $11 million convertible debt financing; and a $10 million venture debt financing
  • Represented a hospitality and gaming enterprise in three transactions totaling $300 million: a $220 million multi-party series of "roll up" acquisitions; a $65 million Rule 144A offering; and a $15 million PIPE financing
  • Represented a provider of business and financial data in its $70 million sale to an Asia-based financial information services conglomerate
  • Represented a provider of electronic trading infrastructure and technologies in a $57 million underwritten public offering
  • Represented a manufacturer of specialty electrical transmission and distribution equipment in a $9 million underwritten public offering and listing on Nasdaq
  • Represented an Israel-based pharmaceutical company in the creation of an American Depositary Share program and listing on Nasdaq
  • Represented an information technology solutions provider in its $28 million merger with a leading provider of enterprise computer technology solutions 
  • Represented an Asia-based financial information services conglomerate in its $20 million acquisition of a political and economic advisory firm
  • Represented an Asia-based manufacturer of biodiesel and specialty chemicals in a reverse merger and subsequent $15 million PIPE financing
  • Represented a provider of fixed wireless broadband services in: a reverse merger and concurrent $15 million PIPE financing; and a subsequent $40 million registered direct offering and listing on Nasdaq
  • Represented a manufacturer of genetic analytical products in a reverse merger and concurrent $12 million PIPE financing
  • Represented an investment fund in its unsolicited $45 million cash tender offer for a national retailer of fine jewelry
  • Represented sponsors of domestic and offshore investment funds focused on PIPEs, venture capital, activist investing, registered securities and real estate in fund formation, operating compliance and transactional matters

Publications and Presentations

  • "The Offer: What Small-Cap Issuers Need to Know," co-author, Corporate Counsel, August 15, 2014
  • "Alternatives to Listing on National Securities Exchanges," ABA 2012 Annual Meeting, August 2-7, 2012
  • "Dual Listings for TASE-listed Firms," Alternative Finance Conference Israel, DealFlow Media, December 12-13, 2011
  • "Stock Lending, Equity Lines, Debt Investments and Peripheral Deal Structures for Investors," The PIPEs Conference 2011, DealFlow Media, November 1-2, 2011

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